Mr. Clive Brookes reports

ATORO ENTERS INTO LETTER OF INTENT FOR QUALIFYING TRANSACTION WITH THINKIQ HOLDINGS INC.

Atoro Capital Corp. has signed a letter of intent (LOI), negotiated at arm's length and dated April 27, 2026, with ThinkIQ Holdings Inc. in respect of a proposed business combination, pursuant to which Atoro will acquire all of the issued and outstanding securities of ThinkIQ in a reverse takeover transaction. The proposed transaction is expected to constitute the qualifying transaction (QT) of Atoro as such term is defined in exchange Policy 2.4, Capital Pool Companies. On closing of the proposed transaction, the resulting listed company intends to be listed as a technology company on the exchange, under the name ThinkIQ Holdings Inc. or similar name.

Ashik Karim, the chairman of ThinkIQ, stated: "Our platform is currently used within global manufacturing environments and we have established relationships with strategic partners, including General Mills. We are pursuing a public listing to support the next phase of B2B growth worldwide, expand our capabilities and provide a transparent, independent platform for manufacturers. We believe ThinkIQ is well positioned to meet the evolving needs of the industrial sector that is now embracing artificial intelligence."

Pursuant to the terms of the letter of intent, Atoro and ThinkIQ will negotiate and enter into a definitive agreement and other transaction documentation setting forth the detailed terms of the proposed transaction, including the basic understandings set out in the LOI and such other terms and conditions as are customary for transactions of similar nature and magnitude of the proposed transaction.

Upon entering into the definitive agreement, Atoro expects to issue a comprehensive news release in accordance with the policies of the TSX Venture Exchange disclosing details of the proposed transaction, including proposed financings, financial information respecting ThinkIQ, the names and backgrounds of all persons who will constitute insiders of the resulting issuer, the terms of the exchange of securities of Atoro and ThinkIQ, the applicable security exchange ratios, and other material information respecting the proposed transaction.

Trading in the common shares of Atoro has been halted in connection with the announcement of the proposed transaction. Atoro expects that trading will remain halted pending closing of the proposed transaction or until the TSX-V receives the requisite documentation to resume trading. The proposed transaction is subject to satisfactory due diligence, satisfaction by the parties of all applicable filing and listing requirements pursuant to Policy 2.4, and acceptance and receipt of all applicable regulatory, corporate and shareholder approvals, including the approval of the exchange.

About ThinkIQ Holdings Inc.

ThinkIQ is an industrial AI and connectivity software company building the foundational intelligence layer for the future of manufacturing. Its cloud-native, SaaS (software-as-a-service) platform unifies fragmented data across machines, materials, people and supply chains into a single, semantically rich operational model -- delivering the real-time context that modern AI systems require to reason, act and continuously optimize across complex industrial environments.

At the core of ThinkIQ's technology is its patented Continuous Intelligence Platform and Material Ledger, a standards-based information architecture that contextualizes and traces every input, process and output from raw supplier data through finished goods delivery. Unlike conventional manufacturing software that captures isolated signals, ThinkIQ creates a living, connected fabric of operational knowledge: one that spans legacy equipment, IoT (Internet of things) sensors, OT/IT (operational technology/information technology) systems, ERP (enterprise resource planning), MES (manufacturing execution system), PLCs (programmable logic controllers) and computer vision -- without requiring infrastructure overhaul or vendor lock-in.

This connectivity architecture is purpose built for the agentic AI era. As manufacturers accelerate adoption of autonomous and AI-driven production systems, ThinkIQ provides the trusted data foundation those systems depend on -- enabling reliable root cause analysis, predictive quality control, end-to-end material traceability and self-optimizing production loops at enterprise scale. Its five-stage product suite -- vision, visualize, insight, transform and autonomy -- creates a structured pathway from basic data visibility to fully autonomous Industry 4.0 operations, meeting manufacturers wherever they are in their digital transformation journey.

ThinkIQ has two active patents (U.S. 11,610,181 B2 and U.S. 11,714,097 B2). The former is due to expire in 2041 and the latter in 2042. The first patent relates to traceability of material movements in a ledger-like structure (the material ledger) and the second is the aligning of process data and context to these movements. Both of these are critical for the contextualization of manufacturing data as material moves through the supply chain.

ThinkIQ's market position is further reinforced by its role as a core technology partner of CESMII (the Collaborative Ecosystems Smart Manufacturing Innovation Institute), the United States' national institute for smart manufacturing, where its platform serves as the reference architecture for industry-wide smart manufacturing standards. Strategic backing from Mitsubishi Corp. validates both the platform's global scalability and the depth of its integration across complex industrial supply chains.

ThinkIQ serves manufacturers across food and beverage, pharmaceuticals, automotive, chemicals, heavy industrial, mining and consumer packaged goods -- sectors where operational blind spots translate directly into recall risk, yield loss and competitive disadvantage.

About Atoro Capital Corp.

Atoro is a capital pool company as defined in the policies of the TSX Venture exchange and is listed on the NEX board of the TSX-V. Currently, the company has 13,904,676 common shares issued and outstanding.

We seek Safe Harbor.